SoFi Moving Forward With SPAC Merger Plans

The online personal lender announced on Twitter that it has refiled its S-4 with the Securities and Exchange Commission.

Bram Berkowitz(TMFBram)Apr 23, 2021 at 10:05AM

Many investors got spooked when the online personal lender SoFi missed its merger date with Chamath Palihapitiya’s special purpose acquisition company (SPAC) Social Capital Hedosophia Holdings V (NYSE:IPOE), which had been slated for April 9.

But now things appear to be back on track. SoFi announced on Twitter yesterday that it has resubmitted its S-4 merger filing with the Securities and Exchange Commission to comply with new accounting guidance issued by the agency regarding SPACs.

“Once we clear any comments on the filing from the SEC, the next step would be to request effectiveness, followed by a mailing of the proxy and a duration of three weeks for shareholders to vote,” SoFi tweeted.

SPACs, also known as blank-check companies, are essentially shell companies that go public with the purpose of eventually acquiring another company at some point down the line, typically within two years. 

The market for SPACS exploded in 2020, but has since come under scrutiny from regulators regarding their disclosures and transparency to investors, who are basically giving SPACs money with very little knowledge of the business they plan to invest in.

The SEC recently announced that SPAC warrants, which are financial instruments that give investors the right to purchase stock at a certain price, must be classified as liabilities instead of equity instruments.

The move, according to several experts, would likely result in SPACs having to refile their financial statements, which appears to be the case for SoFi. The SEC also recently said that it is going to very carefully scrutinize financial projections from companies going public through SPACs.

Both moves appear to have had a chilling effect on the SPAC market, forcing new listings to a halt after more than 300 new SPAC listings in 2021.

Getting SoFi officially merged with Social Capital Hedosophia V and making it officially public could clear a major hurdle for the stock because it would remove the SPAC concerns currently overshadowing it, and allow the company to turn its full attention to its business.



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